At hearings of the Senate Permanent Sub-committee on Investigations looking into causes of the financial crisis, Kerry Killinger, CEO of the now-defunct bank Washington Mutual, contended that his company hadn’t been treated fairly. Documents were released that disclosed how he compared liquidity to oxygen—which, he complained, was provided to other banks in distress, but not […]
Richard M. Steinberg
Posted inBoards & Shareholders
Composing a Competent Board of Directors
Does your company have the right directors comprising the board? As a member of the senior management team, it’s certainly of concern to you—and of course the company’s shareholders—to determine whether the men and women providing corporate oversight do the job well. And board members themselves, as they look around the boardroom table, must be […]
Posted inInternal Controls
Learning From Culture Mistakes at Toyota, J&J
Oh, how the mighty have fallen—or at least seen their reputations for quality products and “doing the right thing” for customers badly damaged. Let’s take a look at two recent high-profile cases. Toyota Motor Corp., long known for the high quality of its automobiles and resulting loyal customer base, and the envy of car manufacturers […]
Posted inBoards & Shareholders
Providing Directors the Risk Information They Need
My column last month outlined the kind of information boards of directors need to execute their responsibilities, viewed from the director’s perspective. This month I want to continue that discussion, but looking at the opposite side of the coin: what information chief executives, chief compliance officers, chief risk officers, and other top executives should be […]
Posted inInternal Controls
How to Manage Communication About Risks
Every corporate director knows he or she needs relevant information to carry out oversight responsibilities effectively. But it’s not easy to know exactly what that information should be, the form it should take, or where it should come from. Unfortunately, experience shows that too often boards of directors don’t sufficiently focus on these issues, get […]
Posted inBoards & Shareholders
What’s Coming in Governance in 2010
Adhering to a year-end tradition, once again I offer a wish list of governance enhancements I’d like to see in the coming year. So, with fireplace aglow and coffee-mug close by, here’s what we can hope for in 2010. Fixing the Regulatory System The power players inside the Beltway have been working on a new […]
Posted inFrom the Archive
Board of Directors’ Hot Buttons
With memories of the financial crisis still fresh in our minds and questions of “Where were the boards?” still abounding, today’s directors face extraordinary challenges. The better boards had always provided sound advice and counsel to senior management. But for years many boards largely focused on their monitoring role, providing closer oversight of management’s activities […]
Posted inFrom the Archive
New Models for Broken Board Governance System
To say that these are challenging times to be a corporate director is an understatement. Shareholders are clamoring for greater ability to determine what happens in the boardroom and who sits in the seats; the SEC is proposing a host of new rules requiring a broad range of expanded disclosures; the pace of new lawsuits […]
Posted inBoards & Shareholders
All Our Governance Mistakes, in One News Cycle
Like most people, I read the daily news … and, unfortunately, little shocks me anymore. Recently, however, I was especially distressed to read—in just one day—how many major companies were found to have gone terribly wrong! The reports shed light on what goes on behind closed doors, and how these organizations’ tone at the top […]
Posted inBoards & Shareholders
The Shareholder Rights Express Rolls On
Well, the shareholder rights express continues to roll down the track. You’ve probably already seen my past columns and other Compliance Week articles dwelling on current or past reform efforts at the Securities Exchange Commission or Congress, intended to enhance shareholders’ abilities to elect corporate directors and otherwise influence what goes on in corporate boardrooms. […]